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Standard Contract for Database Design and Consultation Services

This Agreement is made this ___ day of ______, 2005, between «BusinessName» (which shall hereinafter be referred to as “the Client”), having its principal place of business at «LocalAddress», «LocalCity», «LocalState»   «LocalZip», and Customized Data Solutions (which shall hereinafter be referred to as “CDS”), having its principal place of business at 5680 Powell Road, New Vienna, OH   45159.

In consideration of the Client retaining CDS to conduct independent work for the Client, it is agreed as follows:

  • 1.   Term

    The Client hereby retains CDS and CDS hereby agrees to perform project design and consultation services as required by the Client on a project-to-project basis. The term of any project shall be agreed upon by both parties at the completion of the design and consultation phase of said project.

    CDS will at various times perform services at the Client’s headquarters, at other Client facilities, or at CDS’s facilities, as agreed upon by both parties. CDS will perform the services at various times and for various durations as agreed upon by both parties.

  • 2.   Compensation
    • a.   The following fees shall apply:
      • i.   $___ per hour for services during a design and consultation phase of any project, excluding the initial half hour of the original project consultation, which shall be offered at no charge.

        A design and consultation phase shall be deemed completed when both parties have agreed upon and signed a written design plan. The design plan shall include specifications for the details of the project to be completed, as well as the expected time of completion. The creation of any new design plan shall void any previous design plan.

      • ii.   $___ per hour for work on the actual development of any project, as agreed upon by both parties in the design plan.

      • iii.   At the specific request of the Client, CDS may agree, at its discretion, to perform data entry at a rate of $___ per hour. Data entry shall be defined as the input of the balance of Client information beyond that which is necessary for design and testing of the project.

      • iv.   Reasonable and necessary business and travel expenses, incurred by CDS, at the request of the Client or in fulfilling the requirements of the design plan, shall be reimbursed by the Client upon submission of expense reports with back-up documentation, except that no travel expenses shall apply for assignments within Ventura County. The Client must approve all travel plans, and expenses in excess of $25, in advance.

    • b.   If at any point during the development of any project the Client requests a major modification, reconstruction, or addition, the project shall re-enter a design and consultation phase, at the appropriate fee, until such time as a new and complete design plan is agreed upon.

      Requests by the Client for a change in the design plan must be made in writing. CDS shall have 10 business days, from the time of receipt, to review such a request. CDS shall determine, at its own discretion, what constitutes a major modification, reconstruction, or addition. CDS reserves the right to limit the number of major modifications, reconstructions, or additions at its own discretion.

      In the event CDS refuses a request for a major modification, reconstruction, or addition, the Client reserves the right to terminate the project, at which point the Client shall pay, in full, for the work completed thus far, with the exception that the Client shall not be responsible for work completed after the date CDS received the request. In the event the Client chooses not to terminate the project, it shall be completed according to the current design plan.

    • c.   CDS shall maintain true and correct records for a time spent fulfilling obligations under this Agreement and all transactions related thereto. CDS shall retain all such records for at least twelve months after termination of this Agreement.

    • d.   CDS shall provide detailed invoices and shall maintain and provide, upon request, backup documentation for a period of one year from the date of the respective invoices. The Client shall make full payment for services within fifteen days of the receipt of any invoice.

    • e.   If CDS brings a legal action to collect any sums due under this Agreement, it shall be entitled to collect, in addition to all damages, its costs of collection, including reasonable attorney's fees.

  • 3.   Warranties by CDS

    CDS represents and warrants to the Client that it has the experience and ability to perform the services required by this Agreement; that it will perform said services in a professional, competent and timely manner; that it has the power to enter into and perform this Agreement; and that its performance of this Agreement shall not infringe upon or violate the rights of any third party or violate any federal, state and municipal laws. However, the Client will not determine or exercise control as to general procedures or formats necessary to have these services meet the Client's satisfaction.

  • 4.   Cooperation of Client

    Client agrees to comply with all reasonable requests from CDS (and provide access to all documents) reasonably necessary to the performance of CDS’s duties under this Agreement.

  • 5.   Independent Contractor

    CDS acknowledges that the services rendered under this Agreement shall be solely as an independent contractor. CDS shall not enter into any contract or commitment on behalf of the Client. CDS further acknowledges that it is not considered an affiliate or employee of the Client, and is not entitled to any Client employment rights, benefits or obligations. It is expressly understood that this undertaking is not a joint venture.

  • 6.   Confidentiality

    CDS recognizes and acknowledges that this Agreement creates a confidential relationship between CDS and the Client and that information concerning the Client 's business affairs, customers, vendors, finances, properties, methods of operation, computer programs, and documentation, and other such information, whether written, oral, or otherwise, is confidential in nature. All such information concerning the Client is hereinafter collectively referred to as "Confidential Information."

  • 7.   Non-Disclosure

    CDS agrees that, except as directed by the Client, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever and that upon the termination of this Agreement it will turn over to the Client all data in its possession or control that relates to the Client. CDS further agrees to bind its employees and subcontractors to the terms and conditions of this Agreement.

  • 8.   Non-Exclusive Arrangement

    This Agreement is not to be interpreted as an exclusive service contract. Nothing stated herein shall prevent CDS from accepting other assignments during the term of this Agreement, so long as such other assignments do not constitute a conflict of interest for CDS in its performance of services for the Client.

    CDS shall not be required at any time to render service that would conflict with its obligations prior to a request made by the Client.

  • 9.   Office Rules

    CDS shall comply with all office rules and regulations, including security requirements, when on the Client’s premises.

  • 10.   Conflict of Interest

    CDS shall not offer or give a gratuity of any type to any Client employee or agent.

  • 11.   Governing Law

    This Agreement shall be construed and enforced in accordance with the laws of the State of Ohio.

  • 12.   Force Majeure

    CDS shall not be responsible for any failure to perform due to unforeseen circumstances or due to a cause beyond CDS’s control, including but not limited to: acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.

  • 13.   Survival and Termination

    This Agreement may be amended or renewed only with the written agreement of both parties. Either party, upon thirty (30) days written notice to the other party, may terminate this agreement. Sections relating to Confidentiality, Grants and Non-Disclosure shall survive any termination whatsoever.

    This Agreement may be terminated immediately by a non-breaching party, in addition to any other remedy, for breach of any term of this Agreement, upon written notice to the breaching party.

  • 14.   Entire Agreement and Notice

    This Agreement contains the entire understanding of the parties and may not be amended without the specific written consent of both parties. Any notice given under this Agreement shall be sufficient if it is in writing and if sent by certified or registered mail.


The Client and CDS have duly executed this Agreement as of the day and year first above written.

Customized Data Solutions «BusinessName»
Name:   Tammy M Bowles Name: _________________________
Title: _______________________ Title: __________________________
Date: _______________________ Date: __________________________

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